Skylines and Turnstiles
by YouAreGross
Summary: A new ally joins forces with Natasha, Sam, and Steve as they struggle to expose a conspiracy. They soon find themselves up against an unexpected and formidable enemy-the Winter Soldier. Both the Captain and the woman have history with him and it complicates their heroic attempts to save the world from an old threat.
1. Hear Me Out

**AN:** _I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Hear Me Out**

Cassandra Cain is the daughter of assassins David Cain and Lady Shiva, born into abusive training on an isolated Tibetan mountain. Deprived of speech and human contact during her childhood as conditioning to become a world-class assassin. Consequently, Cass grew up to become an expert martial artist while simultaneously remaining mute, developing very limited social skills, and illiteracy.

Government organizations would deny hiring independent contractors, mercenaries, thieves, assassins, and contract killers, but they often do. The Director of Shield, Nick Fury, was no stranger to death threats and assassination attempts, but when he had caught wind of Lady Shiva's contract on him, he had reasonable cause to take precautions. He strategically hired Cassandra Cain to cover him. Over the course of nine months Cass had single-handedly stopped three assassins, including her own mother, Shiva. She took several bullets to save the life of Nick Fury, proving her devotion to protecting him. Impressed with the efficiency of her work and indisputable skill, Director Fury offered her the position of his personal guard permanently. She accepted.

Cassandra was trained to read other people's movements and body language and predict, with uncanny accuracy, their next move. After striking deathblows, she read the target as they died, and saw death. It left the kind of wounds that didn't gush blood, wounds that weren't visible. Fury's offer was her chance to be more than a tool for her father, who had previously treated her like nothing more than a weapon.

Maria Hill, her handler, tried to the best of her abilities, to teach Cassandra some semblance of English. With little headway, Cass spoke with extreme difficulty. A form of dyslexia hampered her ability to read and write. Her schedule was Fury's schedule, which was hectic at best, it left her little time to improve her literacy. Fury had picked up the habit of grumbling on about how certain situations could have gone better to her. Cass was always nearby but to someone who didn't know otherwise, it seemed as if he was talking to himself.

He was doing it then.

"Natasha could have been more discreet… the Lemurian Star should have been easier to recover…" Fury was grumbling on about a recent mission that involved hostages on a ship at his long desk. The huge windows pouring in daylight behind him didn't seem to brighten his mood.

A movement alert came up on the small handheld device Fury had given Cass. The AI stated over the PA that Captain Steve Rogers was on his way up the elevator to Fury's office. Cass made herself scarce and disappeared from view of the room. Not many were privy to the information that the Shield Directors bodyguard and it seemed like a tactical advantage to keep it that way.

Rogers stormed into the bright office, wasting no time, he snapped, "You just can't stop yourself from lying, can you?"

Cass tensed at the sound of it. It was too hostile for her liking.

"I didn't lie. Agent Romanoff had a different mission than yours," Fury cooly stated as he leaned back in his chair.

"Which you didn't feel obliged to share," Rogers immediately shot back.

Exasperation was blatant in Fury's voice, "I'm not obliged to do anything."

Steve had been taking orders from him since he woke up in that sham of a recovery room and he was through with unquestioned leaders, "Those hostages could have died, Nick."

Fury leaned on his desk and said, "I sent the greatest soldier in history to make sure that didn't happen."

"Soldiers trust each other that's what makes it an army. Not a bunch of guys running around shooting guns," Steve wanted to make his point clear.

"The last time I trusted someone I lost an eye." Fury stood from his chair and continued, "Look, I didn't want you doing anything you weren't comfortable with, Agent Romanoff is comfortable with everything."

"I can't lead a mission when the people I'm leading have missions of their own," Captain Rogers was unrelenting as he continued to argue.

"It's called compartmentalization," Fury explained, "Nobody spills the secrets because nobody knows them all."

"Except you," Steve sneered.

"You're wrong about me. I do share," he said, "I'm nice like that." Fury had to give him something to get him off of his back. He trusted Rogers, he did, but divulging information was not his forte. He started again, "I'd like you to meet someone."

Cass wasn't too surprised. Fury made choices that improved on the bigger picture, if he decided she should be a part of it, then so be it. She came out from her hiding place and silently stood behind Captain Rogers.

"Who?" Steve asked. Fury gave a pointed look behind him and he spun around to find a small woman. She had long black hair, thick brows that framed her heart-shaped face, high rosy cheekbones, creamy skin, and wide eyes that suggested Eurasian decent. She had a uniform similar to Agent Hill's, the only difference being hers was black. Short but lean was an apt description of her.

Cassandra took a more detailed inventory of Steve's impressive stature. The serum had affected his physiology to make him invulnerable. She looked for any weak points. His right arm hitched slightly when he turned to look at her. The overuse of his shield probably caused the slight habit. His uniform was heavily padded but had vulnerable areas where he needed room to make unhindered movements. He was taller than her by more than half a foot. Wide and muscular, with his skills as a tactician, he could be threat if he chose to be.

Fury knew Cass wouldn't speak unless she absolutely had to so he spoke for her, "This is Cassandra Cain, my bodyguard."

"_You_ need a bodyguard?" Steve was a little disbelieving, Fury seemed more than capable, and the small woman in front of him seemed less so.

"I've made more than a few enemies, Cap." Fury gave him a disapproving look and said, "I can't afford to expend energy on looking over my shoulder everyday, and with her I don't need to." He began walking to the glass-paneled elevator, Steve and Cass followed.

The elevator registered Fury and Steve as they entered, Cass stepped in and the screen didn't bring up an identification. "Insight Bay," Fury orders.

"Captain Rogers does not have clearance for project Insight." The AI stated.

"Director override Fury, Nicholas J.," He leaned against the bar and waited for the elevator to descend.

"Confirmed."

"You're not a Shield agent?" Steve questioned Cassandra when he saw the screen blanked as she passed through the doors to stand opposite of Fury and next to him.

"She doesn't work for Shield, she works for me." Fury clarified on her behalf. Cass had been a part of an organization before, she had been born into it, with no say in the matter. It did not end well for her. That was all Fury would say about it and Steve saw the woman wouldn't elaborate either.

He didn't want to be stuck in an uncomfortable silence, so he commented, "You know, they used to play music."

"Yeah, my grandfather operated one of these things for forty years. My granddad worked in a nice building, got good tips." Fury recounted the story his grandfather had told him, "He'd walk home every night, roll of ones stuffed in his lunch bag, he'd say 'hi,' people would say 'hi' back. Time went on, neighborhood got rougher. He'd say 'hi,' they'd say 'keep on steppin'.' Granddad got to gripping that lunch bag a little tighter."

"He ever get mugged?" Steve asked.

Fury scoffed, "Every week some punk would say 'what's in the bag?'" The city skyline began to fade as they reached the lower levels of the Triskelion.

"What'd he do?" He was genuinely interested in what the grandfather of Nick Fury would do when someone tried to mug him. He imagined it wasn't very pleasant.

Fury gave him the answer he was expecting, "He'd show 'em. Bunch of crumpled ones and a loaded twenty-two magnum." He stepped away from the bar and stared at the three new, giant, modified helicarriers. "Granddad loved people, but he didn't trust them very much."

Steve turned around to look out the glass elevator and did a double-take. He saw that underground the Triskelion was a hangar for weaponized helicarriers.

"Yeah, I know. They're a little bit bigger than a twenty-two." Fury understated.

All three of them walked while Fury explained, "This is Project Insight, three next generation helicarriers, synched to a network of targeting satellites."

"Launched from the Lemurian Star," Steve surmised. He figured it was more important than the original mission briefing made it out to be.

"Once we get them in the air, they never need to come down. Continuous suborbital flight courtesy of our new repulser engines." A hint of admiration could be heard in Fury's voice. He was the proud father of three impressively deadly helicarriers.

"Stark?" They stepped on a moving platform that went down the length of a helicarrier.

"He had a few suggestions after he got an up close look at our old turbines." Steve remembered that, while in the Iron Man suit, Stark really did get an up close look when he had gotten caught in a turbine after Banner had hulked out on the helicarrier. "These new long range precision guns can eliminate a thousand hostiles per minute. The satellites can read a terrorists DNA before he steps outside of his fight hole. We're going to neutralize a lot of threats before they even happen."

"I thought the punishment usually came after the crime," to Steve, this immediately didn't feel right.

Fury sighed, "We can't afford to wait that long."

"Who's 'we?'" Steve asked. Cassandra leaned back against the railing. Their postures were confrontational now, so she sat back and let them argue. She doubted the Captain would take a shot at Fury. If he did, she could stop him.

"After New York I convinced the World Security Council we needed a quantum surge threat analysis," Fury said, "For once, we're way ahead of the curve."

"By holding a gun to everyone on earth and calling it protection," Steve retorted. Cassandra had heard many things about Captain Rogers and his need to lecture those he thought needed it, was not an exaggerated characteristic.

Fury challenged, "You know, I read those SSR files. Greatest Generation? You guys did some nasty stuff." Cassandra was also familiar with the gruesome methods used during WWII, but she hadn't read them in a file like Fury had.

"Yeah, we compromised, sometimes in ways that made us not sleep so well, but we did it so that people could be free. This isn't freedom, this is fear." Steve pointed upwards to a helicarrier to emphasize his point.

Fury had heard enough of Rogers argument. He took a step towards him and said, "Shield takes the world as it is, not as we'd like it to be. It's getting damn near past that time for you to get with that program, Cap."

Steve was equally through with the conversation, "Don't hold your breath." He walked away in the direction of the elevator.

Once he was out of hearing range, Cass spoke slowly as she looked up at the helicarriers, "He's… just like you said he'd be, Nick." Her slight arabic accent had come as a surprise when he first heard it. The base she grew up on had people from all over the world, but the man in charge of it was of arabic descent and she rarely ever left his side when she was young.

"Self-righteous?" Fury suggested.

Cass walked to where the Captain had stood moments ago and looked him in the eye. "A good man," she said. Fury gave her a warning look, he didn't want to argue with her too. He signaled her to follow him back up to his office, grumbling all the way there.

* * *

**AN:** _This will be following the CA:TWS storyline, so the dialogue and situations will be familiar. If you are looking for something more original, my other fic, _After Dark_, __is a precursor to this fic, it's a detailed background story on Cassandra Cain that involves the Winter Soldier. You don't have to read that one to understand this one. I'd like to think it paints a clearer picture though, so I recommend reading it. Also in case anyone was wondering; arabic accents flatten and darken vowels. 'E' and 'i' especially aren't as sharp sounding as opposed to a normal american accent._


	2. Take Me Down

**AN:**_ I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Take Me Down**

Fury mumbled something about out-dated moral superiority while in the elevator back to his modern office. As soon as they got in Cass sat at one of the many chairs around a meeting table. She found it odd for him to have his office set up that way. He hardly had company and there were so many other actual meeting rooms at the Triskelion, it's not as if he needed it. Unless he thought it made his office seem more open and friendly, in which case he had failed. Nick Fury would never be associated with the words 'open' and 'friendly.' It was minimalistic, which did suit Fury.

He walked to the floor-to-ceiling window to stare at the city skyline and then he began to fiddle with something in his hand. "Secure office."

The windows automatically tinted black and the whirring of security measures could be heard. He plugged in a small device to an outlet on his desk. "Open Lemurian Star satellite launch file."

"Access denied." Cassandra looked up confused. Fury had access to everything.

"Run decryption," he tried.

"Decryption failed," The AI's feminine voice came over the PA. Fury walked over to the large screen displaying the program.

"Director override. Fury, Nicholas J," he tried again.

"Override denied. All files sealed." The AI confirmed.

Fury needed answers, "On whose authority?"

"Fury, Nicholas J." Something strange was happening. Fury looked momentarily concerned but he quickly straightened himself out. He saw that Cass had furrowed her thick brows, it made her look like a lost child. "This is not a sign of good things to come," he remarked. He made his way back to the elevator.

"World Security Council."

The AI confirmed the order and started to move. Fury needed to speak with Alexander Pierce. Cass has seen them interact and Fury treated Pierce as his superior at work, and an equal as a friend. They stepped out of the elevator apparently interrupting something. Cass hung back while they spoke.

Pierce's assistant called him over, "I work forty floors away and it takes a hijacking for you to visit?" He was as charming as ever.

Fury replied, "A nuclear war would do it too." They shook hands in greeting. "Busy in there?" He looked to where the holographic WSC meeting was held.

"Nothing some earmarks can't fix," he said. Pierce tucked his hands into the pants of his very expensive looking suit.

"I'm, uh, here to ask a favor. I want you to call for a vote. Project Insight has to be delayed." Fury knew it might be asking too much but he had to take precautions.

Pierce raised his eyebrows. "Nick, that's not a favor, that's a subcommittee hearing. A long one."

Fury vaguely explained, "Could be nothing, probably is nothing. I just need time to make sure it's nothing."

"But if it's something?" Pierce asked. This was sounding more and more like a serious concern.

"Then we'll both be damn glad those helicarriers aren't in the air," he answered. Cassandra didn't like the sound of that.

Pierce conceded, "Fine. But you gotta get Iron Man to stop by my nieces birthday party."

"Thank you, sir." They shook hands again and began to depart.

"And not just a flyby either, he's gotta meet her," he clarified. Cassandra wondered how Fury would get Stark to do it. She'd never met him before but she'd seen footage. His body language was loud and clear. It was hard to read in the suit but the arrogance of the man was practically pungent. She had contingency plans for almost everyone she or Fury came into contact with. Starks was a very strong EMP and computer program that would severely damage his AI.

* * *

Another perk of having Cassandra around was that she also acted as a chauffeur. Fury's window was rolled down because he liked the Washington air. He needed Agent Hill there to help get a handle on the problem so he opened a communication line.

"Activating communications encryption protocol," the AI spoke.

"Open secure line 0405." The AI confirmed the request and Agent Hill came up on the left corner of the passenger's side windshield where Fury was seated.

"This is Hill," Maria's clipped tone came over the comm.

"I need you here in D.C." He knew this called for discretion, "Deep shadow conditions."

She requested, "Give me four hours."

"You have three, over." Fury ended the conversation. Cass was happy that she'd get to see Maria. She had been a major key in helping her understand english. She considered her a friend. Between the Shield carrier and the Triskelion, they barely got to see each other.

Stopped at a traffic light, a police squad car pulled up next to the giant black SUV. The driving officer stared at Fury from under his aviators.

Smartly, Fury said, "Wanna see my lease?" The officers turned on their siren and drove forward. Cass gripped the steering wheel and tried to speed off. Those were not policemen.

Fury shouted, "What are you doing?!" Before she could answer him another squad car came at them from the driver's side causing the airbag to go off. The policemen that Fury had spoken to backed up and hit the front bumper. Then two other cars hit them from behind and the passenger's side. They were trapped.

"Fracture detected," The AI said, "Recommend anesthetic injection." Cass pulled out the injection and hit Fury with it. The car on the driver's side pulled away and a black van took its place.

"D.C. metro-police dispatch shows no units in this area," the AI said. More fake squad cars showed up, surrounding them. Presumably fake policemen stepped out of their vehicles and pointed guns at them.

"Get me out of here." Nick looked to Cassandra. The men begun shooting at them but the armored SUVs glass didn't break. Cass made to pull out but the car whirred down, "Propulsion systems offline." The AI brought up the damage on-screen.

Fury shouted, "Then reboot, damn it!" The process was frustratingly slow. The back doors of a phony SWAT van opened and a fake SWAT team carried out a mechanized battering ram.

They set it up in front of the driver's side, "Warning: Window integrity compromised."

"You think!?" Fury's usually cool demeanor had dissipated.

"Get in the back," Cass ordered. She was calmer than Fury but not by much. Trained to take dangerous situations with complete ease, she felt confident they could get out of this. He did as he was told and hopped into the back trying not to jostle his fractured arm. Cass moved to the passenger's side. The battering ram was activated and it drilled into the ground to keep it from moving.

"How long till propulsion?" Fury demanded. The AI calculated the amount.

The SUV suddenly lurched to the side when the ram hit, "Window integrity: thirty-one percent. Deploying countermeasures."

Fury said, "Hold that order!" They were hit again and the SUV jumped.

"Window integrity: nineteen percent," The AI stated, "Offensive measures advised."

"Wait!" Fury wanted to hold off until the last possible moment. Another hit from the battering ram was taken.

The AI said, "Window integrity: one percent."

This was the moment Fury waited for, "Now!" A small hand cannon came out of the center console armrest. Cass grabbed it and began shooting. The window shattered and men started dropping to the ground. She shot the black van and it went up in flames.

"Propulsion systems now online," The AI stated.

Fury shouted, "Full acceleration now!" The SUVs tires squealed while trying to push forward the car in front of them, it suddenly backed up and hit the car behind them. While Fury was in the backseat safe from any direct hits, Cass now had an opening where the window used to be. The SUV drove itself as men shot at her and she shot back. Finally it sped away.

"Initiate vertical take-off." Fury wanted to get out as soon as possible.

The AI reported, "Flight systems damaged."

"Then activate guidance cameras!" He shouted from the backseat. He moved to sit up in the passenger seat but Cass stopped him.

She said, "Not yet." She needed to protect him. She remembered the one time in her life when she had failed an assignment. Never again.

"Take the wheel," He said. She got control over the SUV and maneuvered in and out of the traffic. A few squad cars were still chasing after them.

Fury looked back and tried to get Agent Hill over the comm line again but the comms were down.

"Well, what's not damaged?" Fury demanded to know.

"Air conditioning is fully operational." If the AI was a living breathing person, Fury would have strangled him. The squad cars chased after them on the crowded streets of D.C. The AI continued, "Traffic ahead."

"Give me an alternate route." Fury's initial panic had ebbed away. He was in control.

"Traffic alert on Roosevelt bridge, all vehicles stopped. 17th avenue clear in three blocks, directly ahead." Cass plowed through a couple of cars and mounted the curb. Some men had caught up to them and began shooting at Cass again. Civilians ran off screaming when a shooter neared them. Cass backed up and hit a shooter, spun the wheel around to hit another who was sent flying through a shop window. She sped off and drifted onto 17th. Just two more fake cop cars were left.

One of the shooters was halfway out of their window trying to hit them. Cass rammed them with the SUV and grabbed the gun and head-butted the man who was momentarily dazed. The other car came up next to them sandwiching the SUV. The AI warned them about an intersection and Cass slammed on the brakes. The two cars went forward and got slammed by a big yellow truck.

Fury shouted, "Get me off the grid!"

"Calculating route to secure location." Cassandra had tuned the AI out, when she saw him.

It was the man with the metal arm. He was wearing a long-sleeved leather jacket and a mask now but she'd recognize his movements no matter what he was wearing. Every individual moved differently, it was like fingerprints, no one else could match another's body language. She'd fought him when she was younger and still under the control of a zealous organization. He had inadvertently helped save her from the man she was made to protect. He killed her leader. She had failed him. She didn't want to fail Nick too.

"Seatbelt!" She yelled at Fury when she saw what he had in his hands. It was a magnetized grenade launcher. Fury complied and just when the belt clicked the grenade went off and the SUV flipped and slid across the pavement.

The Winter Soldier made his way to them through the smoke.

"He won't get to you," Cass said with conviction. She helped Fury out of his seat and took out a very potent blow torch. She used it to cut a hole through the reinforced metal and the concrete to get to the underground sewer system. She got Fury down first and then herself. He leaned on her as they ran through the sewers.

As they were running Fury thought this was an opportune time to ask since she had in depth knowledge of most assassins, "You know him?"

She faltered, "I died… in his arms." Cassandra remembered a black haze and she didn't want to talk about it. Fury didn't continue to question her even though he wanted to. He didn't know every exact detail of what had happened to her but he knew it wouldn't do her any good to talk about it in a sewer while they were on the run. He gave her instructions to take him to Captain Steve Rogers' apartment.

* * *

**AN:**_ I didn't want to change too much from the film but it made more sense to me for Fury to be in the backseat where there were no openings to shoot him. Also, I'm not totally sure about the whole blow-torch-street-hole thing worked._


	3. Lay Me Out

**AN:** _I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Lay Me Out**

She bandaged Nick up as best as she could when they got into Steve's apartment. It was filled with earthy tones and clean simple furniture. Mostly he had small cuts and bruises but she wasn't a doctor so she was unsure about him internally. She wanted to take him to one but he was stubborn and sat down at a chair next to a record player and turned it on. A fanfare of orchestral music played with smooth trumpets. She heard Rogers muffled voice outside of the door talking to a woman. Cass assumed it was Agent 13, Sharon Carter. She didn't want her involved. The less people knew the better. The voices stopped but Cass didn't hear the turn of a key in the lock. A few minutes later she heard the window slide open. She waited in the shadows with Fury.

"I don't remember giving you a key," Steve's voice interrupted the optimistic music playing from behind the corner of a wall.

Fury grunted in pain as he sat up, "You really think I'd need one." He leaned his hands on his knees, "My wife kicked me out." If he wasn't so injured Cass might have found that comment comical.

"Didn't know you were married." Steve was still halfway behind a wall and unsure about stepping forward.

Nick nodded, "A lot of things you don't know about me."

Steve walked towards him, "I know, Nick. That's the problem." He turned on a light and it illuminated Nicks gnarly bruised face. Fury lifted up a hand to silence Steve and he turned the light back off. He typed something on a device that Cassandra couldn't read and showed it to Steve.

Nick said, "I'm sorry to have to do this but I had no place else to crash." It was some kind of code.

"Who else knows about your wife?" Steve played along. Nick got up and Cassandra put a hand on his shoulder to help steady him.

"Just… my friends," he was struggling to speak. Cassandra moved to sit him down but he lifted a hand to stop her. She occupied herself by looking out of the window.

"Is that what we are?" Steve asked.

Nick said, "That's up to you-"

"Down!" Cass shouted as she saw the man on the rooftop. He shot three times but she got in the way. The first bullet hit him but the last two never touched him. She lifted the furniture near the window. The bullets tore through it but slowed down before they pierced her. Fury was down on the ground. Steve dragged him out of the line of fire. Cass stumbled after them.

Coughing, he lifted his hand up to Steve and wheezed, "Don't… trust… anyone." He handed Steve the small device from earlier as Agent 13 burst through the doors calling out for Captain Rogers.

She explained who she was to him, "Captain, I'm Agent 13 with Shield special service."

Steve was confused, "Kate?" She was suppose to be a neighborly nurse and instead she turns out to be on Shields payroll.

"I'm assigned to protect you," she said.

"On whose order?" Steve was angered at the complete invasion of his privacy but now wasn't the time for it.

Sharon looked down at Fury, "His." She kneeled and took out a radio, "Foxtrot is down. He's unresponsive, I need EMTS." She gave him a quick once-over.

"Do we have a 20 on the shooter?" The radio crackled a response back.

"Tell them I'm in pursuit." Steve picked up his shield and crashed out the window and into the one in the next building intent on capturing the shooter.

Sharon looked at Cassandra realizing she was there, "You were shot too." She stated as she saw blood oozing out of her chest in two separate places.

"Flesh wounds," Cass replied and made her own way to confront the shooter. Running out the door and downstairs she left the building and ran at full speed down the block. Rounding a corner, she saw him as he leapt from the building. She pursued him as he ran into an alley. She turned the corner and all of a sudden a pair of steel arms wrapped around her waist and she was shoved up against the rough brick wall. His cold hand was digging into her throat. She took a knife that was hooked on his pants and stabbed him in the shoulder where she knew that he had a scar. She knew because she was the one who made it.

He didn't budge. She took it out and put it to his throat, another shared experience. His black smeared face faltered for a moment. The Soldiers eyes were blue, as hard as marble, and just as cold. She stared at them waiting for him to recognize her but it never came. Instead he slammed her head against the wall and vanished. Cass was dazed for a moment and got up swaying a bit. Right now she had two options, go after him, or stay with Fury. She chose the latter.

* * *

Maria spoke quietly with Cassandra on their way to Fury's surgery, "He's going to fake his death."

"Where to?" Cassandra asked. They'd need a safe and secure location to lay low while he recovered.

Maria spoke softly, "You're not going with him." Cassandra felt an ache in her chest. Of course he wouldn't want her with him, she had let him down. He was shot and planning to lie dead on a slab because of her incompetence.

Maria, sensing the thought of her directions, strongly said, "You did good, Cassie. He's safe," She thought of what to say, "You'll see him before he goes and help get him to the hideout, but he wants you to shadow Steve and Natasha." They quieted down when they neared the room. Captain Rogers and Agent Romanoff were already there, staring at the doctors working on Fury. Cass heard Steve mention the metal arm. Natasha had an interesting reaction. She knew him too.

Natasha spoke to Maria as they stood next to her, "Ballistics?"

Maria reported, "Three slugs, no rifling, completely untraceable." Two of them had lodged themselves into Cass but she was fortunate. The table she'd used stopped the bullets from getting too deep into her chest. The EMTS cleaned, stitched up, and bandaged the wounds after taking out the slugs.

"Soviet made." Once Natasha said that, it confirmed for Cass that she knew the man with the metal arm.

Maria turned to look at her, "Yeah." She soon turned back to look at Fury when the doctors swarmed around him to use a defibrillator. The machines around him beeping rapidly, indicating the worst.

"Don't do this to me, Nick." Natasha quietly spoke to herself and Cass would have been devastated had she not known he'd be perfectly fine. She put on a show and gave all of the typical signs of distress and so did Maria. Natasha repeated the words over and over. Cass felt somewhat sorry for her. She'd met her a few times and she came from a similar background. With a few differences such as, Natasha had started young but Cassandra had no choice but to be born into a cult of assassins, among other things. What they had in common was that they both saw Nick as a paternal figure, a friend, a guiding light leading them out of the darkness.

He flat-lined. At 1:03 a.m. Nick Fury was declared dead. He was taken to a private room where visitors could have a moment with him. Natasha and Steve were there. Natasha was just staring at Nick, as if she could will him back to life. Steve was leaning back against a table at the end of the room with his arms crossed. Cass was standing next to him waiting for Maria.

She came in and stood on the other side of Steve. "We need to take him," she said softly. Steve stepped towards Natasha while Maria looked at Cass tearfully. Cass was brought up to be a weapon not a person, weapons didn't cry, they didn't feel. Nick had taught her that it was alright, he reinforced the belief that she was a person, and that she could cry, and that she could feel however she wanted to whenever she wanted to. He had brought her a sense of peace that she had never felt before and the thought of him being torn away… Tears started to slip down her cheek for the first time in years.

Natasha gently laid a hand on Nick and left the room, Steve followed after her. Cass spoke to Maria, "I'll follow them now… You take him."

"You need to rest," Maria put a hand on her shoulder. "You don't have go now."

Cass looked at Fury and said, "He'd want me to." She walked out of the room as Steve slipped something into a vending machine. She waited for him to leave. Looking into it she saw that behind a couple of packs of Hubba Bubba chewing gum was the small device Nick had given him. She commended him for his quick thinking but anyone could have gotten a hold of it with enough quarters. She slipped a couple in and retrieved the device. A quick hand reached in and grabbed the gum. Cass straightened out to find Natasha was the one who took the gum.

She popped one into her mouth and said, "Is that what I think it is, Cassie?" Cass didn't like the way Natasha had said her name. It was condescending. She stayed quiet. "I'm going to need you to give that to me." Natasha held a hand out. Her tone was friendly but Cass knew it was a threat. A fight between them would be interesting but in Cass' mind the only outcome would be her winning. That's not to say she didn't think the Black Widow was a formidable opponent but even at her fighting weight Cass was sure she could take her down.

She spoke to Natasha for the first time, "No." It was her favorite word. Before, she wasn't given the option to say 'no' and now she could say it freely and no one would make her do anything that she didn't want to. Natasha put her hand down and smirked. Cass looked straight into Natasha's eyes and asked, "How do you… know him?" Frustrated that her sentence faltered (words didn't come as quickly to her as movements did,) she waited for an answer.

"Know who?" Natasha was genuinely perplexed. Cass knew that she was close with Fury and worked with Steve.

"The Winter Soldier." As soon as the words came out Natasha signaled for her to enter an empty hospital office room. She followed. At least now Maria could get Nick out without Natasha figuring out what was really happening.

Natasha closed the door and crossed her arms. Cassandra sat up on an empty desk and let her legs swing.

"How do _you_ know him," she countered. She only had a limited amount of information on him and she hadn't met anyone else who even admitted that he existed. Cass wouldn't answer her. She had asked first and expected an answer. Natasha ran a hand through her silky red hair and sighed. She lifted up her shirt and showed a very impressive scar off to Cassandra. She knew that Cass understood action more than she understood words. "How do you know him," she repeated again.

"He killed the man… I was born to protect." Cass struggled to get the words out.

Natasha furrowed her eyebrows, she asked, "And who was that?"

Cass' eyes flashed to meet hers and spat out, "Head of the League." Natasha wasn't easily shocked but she knew the story. What she didn't know was that Cassandra and the Winter Soldier were involved. The League was a group of zealous master assassins that had been around for centuries. Recently the supposed League base was bombed and the members of it who weren't there had disbanded, which wasn't likely. When she was being trained in the Red Room she had been told she had it easy compared to League training. She'd heard the most gruesome things. Natasha was curious and wanted to ask her about what it was like but she had to focus on more pressing things. She understood Cassandra a little bit better now.

"I'm sorry," she offered.

Cassandra showed the beginnings of a smile. "I'm not," Cass would have not been where she was today if he hadn't killed him. She jumped down from the desk and walked over to Natasha. She got in her personal space and reached into her pockets getting a piece of gum. They sat in silence and waited for Steve to come and retrieve the flash drive. Cass nodded over to the window. Natasha looked and saw that he was in a terrible disguise in front of the vending machine. Well, the disguise wasn't exactly terrible, it was just impossible not to tell who the big guy was. He was only in a hoodie and sweatpants.

Natasha stepped out of the room and behind Steve. Cassandra stayed in it, she had a hunch on how this would play out.

* * *

**AN:** _As I said before, After Dark, my first fanfic is Cassandra's background story. If you want specifics you can read it, if not, that's fine._


	4. Ride Escalators

**AN:** _I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Ride Escalators**

Just as Cass suspected, Rogers shoved Natasha into the room and against a wall. Natasha was clearly amused. Although his posture and size were intimidating, she just knew him too well. He wouldn't hurt her either, not that he could go up against a couple of master assassins. Cass would definitely intervene if it came to blows. Fury's order implied that they needed protection. It wasn't his 'dying' wish but she would treat it as if it were.

"Where is it?" He pulled his hood down.

Natasha's immediate reply was, "Safe."

"Do better," he ordered. He looked incredibly pissed.

Natasha hadn't assumed that Cass had it the entire time so she asked, "Where did you get it?"

Steve was right in her face. "Why would I tell you?"

Nat asked, "Fury gave it to you, why?" Cass let them have their little spat. She wondered how the Avengers ever got anything done, they couldn't even get along. Or at least it seemed that way.

"What's on it?" He ignored her question because he wasn't too sure on why either.

She answered, "I don't know."

He seethed, "Stop lying." Steve shook her a bit. Not enough for Cass to intervene.

"I only act like I know everything, Rogers." Nat was just being snarky now.

Steve looked over to the door that he had left open, turned back and said, "I bet you knew Fury hired the pirates, didn't you?"

She honestly hadn't. She said, "Well, makes sense. The ship was dirty, Fury needed a way in, so do you." Cass did know about the pirates Fury hired because she had been the one to recommend Georges Batroc to him. Batroc was skilled, which is why they needed him to cover up the retrieval of the information.

"I'm not going to ask you again." He shook her again a bit harder this time.

Cass hopped off of the desk getting Steve's attention. "Stop," she demanded. Steve let go of Natasha and wondered how he had missed the other woman in the room. Then again, she was so small in stature it was somewhat excusable.

"I know who killed Fury." Nat diverted his attention back to her, "Most of the intelligence community doesn't believe he exists. The ones that do call him the Winter Soldier. He's credited with over two dozen assassinations in the last fifty years." That didn't include the hundreds of lives buried under tons of snow under a mountain that Cass had once called home. He had ordered an air strike that decimated the large palace that she had grew up in. She was one of the two people who had made it out. Her father was the other.

Steve summarized, "So he's a ghost story."

"Five years ago I was escorting a nuclear engineer out of Iran. Somebody shot out my tires near Odessa, we lost control, went straight over a cliff, I pulled us out. But the Winter Soldier was there," Natasha explained. "I was covering my engineer so he shot him straight through me. Soviet slug. No rifling. Bye bye bikinis." She told Steve in words what she had told Cassandra in actions earlier.

"Yeah, I bet you look terrible in 'em now," Steve jested. Natasha was an undoubtedly beautiful woman, one scar didn't define her.

Natasha ignored his comment and continued, "Going after him is a dead end, I know, I've tried. Like you said, he's a ghost story." Cass had tried to find him once but she had also found nothing. She stepped towards Steve and held up the device. Fury had given it to him, not to her.

He took it from her hand and said, "Well, lets find out what the ghost wants."

* * *

Cass waited outside in the parking lot of a mall while Natasha and Steve went in and decrypted the device. Cass couldn't even read, much less hack into some Stark like program. Everyone had different strengths, this was not one of hers. She was skilled in being able to comprehend a person's body movements as if it were language. She knows what actions a person will use before they actually do. Her ability to comprehend body language enables her to quickly learn information about the person. She's been able to figure out secret identities and disguises by looking at footage. But she couldn't read or decipher data to save her life.

She had a disguise on, though hardly anyone knew about her, it was better to err on the side of caution. She was in a wheelchair she had taken from the hospital, people tend to avoid looking at a handicapped or pregnant person. She was wearing a deep green t-shirt and a leather jacket with dark washed jeans. A bunch of vehicles pulled up to a curb and Rumlow stepped out of one of them. All of the operatives stepped into the mall leaving their cars foolishly unattended. Cass might not have know how to hack into anything but she knew how to disable a vehicle.

After a few more minutes of waiting Steve and Nat came out to find her. Steve led them to a blue four door truck and successfully 'borrowed' it. Apparently, they were headed to Wheaton, New Jersey.

* * *

Nat had stared at Steve for a minute before she asked, "Where did Captain America learn how to steal a car?"

"Nazi Germany. And we're borrowing, take your feet off the dash," He reprimanded her. Growing up on an isolated mountain Cass had never learned about the history of the world, the people who led it, or the people who destroyed it. Something her mother had once told her came to the forefront of her mind.

_"You misunderstand, I want to help you, little one. I want you to become everything you were meant to be. And he is not it," She threw a photograph of Nick Fury at Cass. "You're limited by his ideals, his dogma. He shelters you from the real world. Keeps you naïve, ignorant, stupid. It's why he never taught you how to read, why he kept you from speaking for so long… There's nothing I wouldn't teach you about this world." Shiva was twisting situations to her advantage to tempt her._

_"If someone had the insight, ability, and guts to assassinate Hitler, Stalin or Amin- wait, do you even know who they are? Has he taught you anything besides how to be his tool?" Cassandra attacked her then. It felt good to let loose, hitting with everything after years of holding back. _

Shiva wanted to take her back to the League but Cass had said 'no.' It was the first word she had ever spoken. She sat in the backseat trying to push those thoughts away for now.

Natasha put her feet down and asked another question, "Alright, I have a question for you but you do not have to answer… I feel like if you don't answer it though, you're kind of answering it-" She mumbled.

"What?" Steve was exasperated.

She looked very amused and asked, "Was that your first kiss since 1945?" That caught Cass' attention. She knew he had been frozen and it was such a funny thing to ask. What would be the first thing someone did after finding out they had been asleep for seventy years…

He said, "That bad, huh?" So they had kissed, that was interesting.

"I didn't say that," Natasha tried to sooth his bruised ego.

Steve didn't believe her. "Well, it kinda sounds like that's what you're saying," he said.

She tried to fix the situation, "No, I didn't- I just wondered how much practice you had." This was very entertaining, indeed. Cass was grinning in the backseat.

"You don't need practice," Steve argued.

Nat shot back, "Everybody needs practice."

"It was not my first kiss since 1945." Steve finally relented, "I'm ninety-five, I'm not dead."

She asked, "Nobody special then? What about you, Cass?"

"I wasn't allowed to touch… but now," she started somberly but soon cheered up. "American men… are easy enough to please," She said while looking at the Captain. Nat laughed at that and waited for Steve's answer.

Steve scoffed, "Believe it or not, it's kinda hard to find someone with shared life experience."

"Well, that's alright just make something up," she said it as if it was a game.

Steve looked at her for a moment and said, "What, like you?"

"I don't know, the truth is a matter of circumstance. It's not all things to all people all the time, and neither am I," she explained.

He said, "That's a tough way to live."

Nat replied, "It's a good way not to die though." She looked out the window at the greenery that they passed by.

"You know, it's kind of hard to trust someone when you don't know who that someone really is," he said switching back and forth between looking at the road and her.

"Yeah," she agreed. "Who do you want me to be?"

Steve asked, "How about a friend?"

She chuckled, "Well, there's a chance you might be in the wrong business, Rogers."

Steve glanced into the rearview to look at Cassandra. He tentatively asked, "Cass, what did you mean by you weren't allowed to touch?"

"My father kept me isolated… my body trained, focused… never teaching me speech…" Steve had wondered about her short faltering sentences. "The only touches I knew… were the kind that left ugly marks…" She left it at that. It was one of the longest conversations she had ever had with someone other than Nick or Maria. She felt mentally exhausted. Steve appreciated her honesty, she didn't deflect or try to sugarcoat anything she said. Maybe he had made another friend.

* * *

**AN:** _English really is my second language so if anything seems out-of-place tell me. I appreciate everyone who has followed and favorited. I especially want to thank those who have reviewed! My previous story didn't get many reviews. I don't feel the need to get a pat on the back, but it just helps when writing to know that you're going in the right direction and that you're not disappointing readers._


	5. One More Reason

**AN:** _I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**One More Reason**

They drove silently until they reached their destination. An old rundown military base. They got out of the truck and walked to the closed fences.

Steve stated, "This is it."

"The file came from these coordinates," Nat was skeptical.

"So did I," he said. The sky was darkening and Cass wandered away from them. She looked at the place, it didn't look very efficient. Steve and Nat walked over to a building and Cass went to follow them. He used his shield to break a lock so that they could enter. He hit the lights and they surprisingly worked. The room was dim and filled with dust.

Nat saw the emblem on the back wall and said, "This is Shield."

"Maybe where it started," Steve guessed. They walked through the old structure looking around for anything that might help them.

Nat hummed, "There's Starks father." Cass saw a picture of a handsome man with dark hair and a mustache.

"Howard," Steve clarified.

"Who's the girl?" Nat asked. Next to Stark was a lovely brunette woman with dark lips and an elegant face. Steve just turned away. Cass could tell seeing it had caused him pain but she didn't question it.

He moved to what looked to be a bookcase and said, "If you're already working in a secret office…" He trailed off. Squeezing his shield between the bookcase and the wall he pried them apart. "Why do you need to hide the elevator," he finished. They got in and went down arriving at a dark room. The lights automatically turned on and shined on a lot of out of date equipment.

"This can't be the data point. This technology is ancient," Nat said what they were all thinking. It was all bulky and large, nothing like the sleek modern equipment they were all accustom to. At the center of the room was a large computer. What looked to be something more modern was on the desk and Nat plugged in the device.

The screen came to life, "Initiate system?" The voice was nothing like the polite AI voices Cass was used to. It was harsh and electronically halting.

Natasha stepped up and typed in, "Y-E-S, spells yes." The machine started to whirr.

"Shall we play a game?" She said ominously. She turned back to them saying, "It's from a movie-"

"I know, I saw it," Steve interrupted her.

Cass not having the luxury to kick back and watch films, said, "I haven't."

Nat looked at her and smiled, "We can watch it once we're clear." Cass liked the idea but thought it would be unlikely to happen. After everything was over, they would all go back to their normal lives. Nat and Steve would be too busy avenging, or whatever it is that they did, and Cass would be glued to Fury making sure he was as safe as possible. They wouldn't have time for her.

A pixelated face came up on the screen and spoke, "Rogers, Steven. Born 1918." The camera atop the screen moved over. "Romanov, Natalia Alianovna. Born 1984." It moved again. "Unknown subject. No records available." Cass huffed at that.

"It's some kind of recording," Nat guessed.

The voice startled them by saying, "I am not a recording, Fraulein. I may not be the man I was when the Captain took me prisoner in 1945. But I am."

"You know this thing?" Natasha turned to Steve.

"Arnim Zola was a german scientist that worked for the Red Skull. He's been dead for years." Steve began walking his way around the machine inspecting it.

"First correction, I am swiss. Second, look around you, I have never been more alive. In 1972, I received a terminal diagnosis. Science could not save my body, my mind however, that was worth saving on 200,000 feet of databanks. You are standing in my brain," he, it corrected Steve.

Steve asked, "How did you get here?"

"Invited." The computer was amused.

Natasha clarified, "It's Operation Paperclip. After World War II Shield recruited german scientists with strategic value."

"They thought I could help their cause. I also helped my own," Zola elaborated.

"Hydra died with the Red Skull," Steve stated.

"Cut off one head, two more shall take it's place." The talking screen showed the Hydra symbol then split into two heads.

Steve said, "Prove it."

"Accessing archive," it started. The smaller screens brought up images and clips of what Zola was trying to convey. "Hydra was founded on the belief that humanity could not be trusted with it's own freedom. What we did not realize was that if you try to take that freedom, they resist." A clip of Steve in 1945 came up on the screen. "The war taught us much. Humanity needed to surrender it's freedom willingly. After the war, Shield was founded. And I was recruited. The new Hydra grew. A beautiful parasite inside Shield. For 70 years, Hydra has been secretly feeding crisis, reaping war, and when history did not cooperate, history was changed." Images of the Winter Soldier came up on the screens.

Natasha interrupted, "That's impossible. Shield would have stopped you."

"Accidents will happen. Hydra created a world so chaotic, that humanity is finally ready to sacrifice its freedom to gain its security." Schematics of the weaponized helicarriers came up. Cass felt her stomach lurch. Hydra had control over the carriers. "Once the purification process is complete, Hydras new world order will arise. We won, Captain. Your death amounts to the same as your life, a zero sum." Steve had enough and hit the screen, cracking it.

"As I was saying," Arnim's face switched to another screen.

"What's on this drive," Steve demanded to know.

Arnim replied, "Project Insight requires insight. So I wrote an algorithm."

"What kind of algorithm? What does it do?" Nat had more questions.

Arnim said, "The answer to your question is fascinating. Unfortunately, you shall be too dead to hear it." The doors to the elevator were closing and Steve threw his shield to try and stop it. It was too late.

"Guys, we got a bogey." Nat said, "Short range ballistic. 30 seconds tops."

Steve asked, "Who fired it?"

"Shield," she said.

"I am afraid I have been stalling, Captain. Admit it. It's better this way. We are, both of us, out of time." As Zola was speaking Steve lifted a grate from the floor. They all jumped in. Steve held on to both of them and lifted his shield to protect them from the walls caving in around them. The floor shook and rumbled with the impact. They all screamed. Cass tried to shield both of them with her body but she was too small. The building collapsed on top of them.

Steve grunted as he shoved the rubble off of them. Natasha had passed out. He lifted her in his arms. They were both relatively unscathed. Cass took the brunt of the damage, a lot of scrapes and gashes. Lights overhead warned them that they needed to move.

"Follow me," Cass whispered. The vanishing act was definitely one of her strong suits. Steve was a good soldier but also very conspicuous. They stayed close to the small flames to avoid infrared detection and finally made it out.

* * *

**AN:** _Some readers assumed that Cassandra is an original character, she's not. _**IMPORTANT:**_ If you've read After Dark or any related comic then you know that Cassandra Cain is a character from DC (specifically Batman). There is a particular story arc that I'm interested in and I did say I wouldn't mention the League of Shadows again but I'm rethinking that. I really would like to hear some opinions on whether anyone is opposed to me using that setting again. There will be absolutely no mention of Bruce Wayne or Batfam. I might drop a reference just for fun but other than that I don't think I'd be mentioning any widely known characters._


	6. Something Better

**AN:** _I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Something Better**

They had made it back to D.C. in one piece. Steve 'borrowed' another vehicle to get there. Cass tended to Natasha in the backseat where she came to soon after the incident.

She opened her eyes and said, "You're bleeding." Cass looked down at her and cocked her head to the side. Blood was already drying on the side of her flushed face. Her shirt was tattered and her hair was dirty.

She said, "It's not important." Natasha was saddened. She realized that Cass hadn't gotten past all the dehumanizing effects of her conditioning.

Natasha sat up and spoke softly, "Let me help you." She cleaned the more visible wounds with the bandages they had bought at a gas station. Cass looked apprehensive. Her father would do the same. He would clean her up only to shoot her at point-blank range.

Steve joined the conversation, "Once we're close enough to the city, we leave the car somewhere, and find a safe location."

"We have nowhere to go, everyone's trying to kill us," Natasha said as she finished up on Cass.

Steve smiled, "Not everyone."

* * *

"Is he home?" Nat asked.

Cass suggested, "Break in."

Steve ignored them both and knocked on the door. It's as if neither of them understood the concept of knocking. The blinds went up and Sam Wilson slid the backdoor open. Steve had explained his association with him on the way there.

"Hey, man," he greeted Steve.

Steve apologized, "I'm sorry about this, we need a place to lay low."

"Everyone we know is trying to kill us," Natasha put it bluntly.

"Not everyone," he said exactly what Steve had said earlier and it was reassuring in a strange way. He stepped aside and the four of them went inside. Natasha and Steve went into Sam's bedroom to get cleaned up. Cass stayed in the kitchen and dining area with Sam. He seemed trustworthy. But so did Shield up until recently.

He saw that she made no move to take him up on his offer of using his bathroom. He asked, "You're not gonna get cleaned up?"

"What for?" She asked in return. Cass moved over to where he was cooking and looked up to him questioningly.

"Help yourself," he gestured towards the breakfast he was making. "And to answer your question, you aren't going to blend in with the dream team in there looking like you just had a building dropped on you." She smiled widely at him, he drooled charm.

"There's another bathroom you could use, down the hall, to your left," he suggested. She walked towards it to please him. Cass didn't see what difference it would make whether she was clean or not. She looked in the mirror and sighed. She was a disaster. Her long silky hair was in knots. Every inch of her face was covered in dirt. Her thick dark brows were dusted and so were her lashes. There was no saving her clothes. Turning on the shower she got to work.

Meanwhile, Sam interrupted Nat and Steve, "I made breakfast," he leaned up against the door. "If you guys eat that sort of thing."

They stepped into the kitchen and ate what Sam had cooked up. Sam spoke to Steve, "So… do you always surround yourself with gorgeous women?"

Steve raised an eyebrow and Nat smirked. Cass walked in feeling refreshed. She'd braided her hair to keep it from her face.

"So… the question is, who in Shield could launch a domestic missile strike?" Natasha questioned.

The answer hit Steve like a ton of bricks. "Pierce." The Secretary of Defense was actually a Hydra operative. Cass felt foolish, she should have noticed something. Nick was close friends with him, this news would upset him.

"Who happens to be sitting on top of the most secure building in the world." Natasha added while moving around the room.

Steve said, "He's not working alone. Zola's algorithm was on the Lemurian Star." This was why Fury entrusted the information to Steve. He had figured it out, with help of course but he'd done it.

"So was Jasper Sitwell," Nat added to the pile of new information. Steve processed this.

He said, "So the real question is, how do two of the most wanted people in Washington kidnap a Shield officer in broad daylight?"

Sam picked something up and walked over to where Steve was sitting. "The answer to your question is: you don't." He handed him a file.

"What's this," Steve asked.

"Call it a résumé," Sam said confidently. Steve stood up and looked at the file with Natasha. Cass didn't bother with the information she just looked at the picture.

"Is this Bakhmala? Mission Khalid Khandil, that was you? You didn't say he was a pararescue," Natasha knew more about the file than either Steve or Cass.

Cass handed the picture to Steve who asked, "Is this Riley?"

Sam solemnly nodded and said, "Yeah."

Natasha continued to show her knowledge on the subject, "Heard they couldn't bring in the choppers because of the RPGs. What'd you use? A stealth chute?"

"No," Sam handed them another file. "These." He leaned back and crossed his arms. Cass hadn't had the chance to operate one, she preferred being on solid ground anyway.

"I thought you said you were a pilot," Steve slightly scolded him.

Sam chuckled, "I never said pilot."

"I can't ask you to do this, Sam," he said. "You got out for a good reason."

As charming as ever, Sam replied, "Dude, Captain America needs my help, there's no better reason to get back in."

Steve conceded, "Where can we get our hands on one of these things?"

"The last one is at Fort Meade. Behind three guarded gates and a twelve-inch steel wall," Sam answered. Steve looked to Natasha who shrugged and then to Cass who nodded at him. It'd be a piece of cake.

"Shouldn't be a problem," he said easily.

* * *

Cass waited up on the roof of a distant building for her newfound friends to bring Sitwell up. She was looking through the scope of her sniper rifle waiting for Sam's signal to scare Sitwell into cooperating. She saw Sitwell answer his phone, ditch the guards, and stumble around trying to find Sam who had called him under the guise of Pierce. She got the signal, turned the little red light on, and aimed at his tie. She kept it on him as he entered the car where Steve and Nat were waiting. The car sped in her direction. It was too easy.

A couple of minutes later and they joined her up on the roof. Sitwell was thrown through the door by Steve who demanded, "Tell me about Zola's algorithm."

"Never heard of it," Sitwell blatantly lied as he got up from his fall.

"What were you doing on the Lemurian Star?" Steve continued his interrogation. Sitwell stumbled back.

Sitwell thought it was a good time to joke, "I was throwing up. I get seasick." Steve shoved him up on the high ledge and grabbed him by the collar.

Sitwell smirked and said, "Is this little display meant to insinuate that you're gonna throw me off the roof? Cause it's really not your style, Rogers."

"You're right," Steve said as he loosened his grip and smoothed Sitwell's suit. "It's not. It's hers." Steve stepped aside and Natasha forcefully kicked Sitwell off the ledge. He went down screaming.

"Oh, wait, what about that girl from accounting? Lor- Laura…?" Natasha was still invested in Steve's personal life.

"Lillian," he corrected. "Lip piercing, right?"

"Yeah, she's cute," Nat said.

"Yeah, I'm not ready for that," Steve replied. Cass smiled at him. The screaming got farther and then nearer again. Sam appeared with mechanized wings and Sitwell in his arms. He dropped him on the building and landed. The wings retracted into the pack that was safely strapped on his back. They all crowded Sitwell and he broke.

Lifting a hand up he said, "Zola's algorithm is a program. It's using Insights targets-"

Steve interrupted, "What targets?"

"You! The TV anchor in Cairo, the other secretary of defense, a high school valedictorian in Iowa City, Bruce Banner, Stephen Strange, anyone who's a threat to Hydra," Sitwell elaborated. "Now or in the future."

"The future? How could it know?" Steve asked.

Sitwell laughed, "How could it not?" He stood up and continued, "The 21st century is a digital book. Zola taught Hydra how to read it. Your bank records, medical histories, voting patterns, emails, phone calls, your damn SAT scores! Zola's algorithm evaluates peoples pasts to predict their future."

"What then?" Steve asked.

"Oh my god, Pierce is gonna kill me," Sitwell mumbled. Sam grabbed him from behind to get him to focus. Cass directed the barrel of the rifle towards him.

"What then?" Steve demanded to know.

Sitwell ominously answered, "Then the Insight helicarriers scratch people off the list. A few million at a time." The carriers were programmed to kill millions of people, people deemed as a threat to Hydras cause.

They escorted Sitwell back to the car and shoved him in. Slamming the door on him Sam leaned against the door waiting for Steve to come up with a plan.

"Cass, you won't be recognized, how do you feel about scouting ahead towards the Triskelion?" Steve nodded to an unattended car parked on the curb.

She walked over to the car and broke in and had the engine running in less than a minute. She drove off leaving them behind.

"Spys, man…" Sam trailed off.

"We have to stop this from happening, we'll get the information we need from Sitwell and meet with Cass once she clears us," Steve said and opened the passenger seat leaving Natasha to sit in the back. They drove in the same direction Cass had gone and continued to interrogate Sitwell. After he gave them what they needed Steve formulated a more solid plan.

* * *

**AN:** _Sorry I haven't been posting at the rate I usually do! I've been really busy and just haven't had the time but I'm pretty much back on track. I'm considering a Dollhouse fanfic. Based around Alpha, maybe_


	7. Colder than a Cell

**AN:**_ I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Colder than a Cell**

The gravity of the situation got to Sitwell, "Hydra doesn't like leaks," he stated from the backseat.

Sam had enough of this guy and tried to shut him up. "So why don't you try sticking a cork in it," he said while driving yet another 'borrowed' car.

"He says launch is in 16 hours, we're cutting it a little bit close here," Nat chimed in from the backseat.

Steve said from the passenger seat, "I know. We use him to bypass the DNA scans and access the helicarriers directly."

Sitwell leaned forward and said, "What? Are you crazy? That is a terrible, terrible, idea-" Suddenly a thump could be heard on the roof of the car. A metal arm burst through the window and yanked Sitwell out into on coming traffic. The Winter Soldier began to shoot at them through the roof. Natasha jumped onto Steve's lap pushing his head and Sam's out of the line fire. Steve yanked on the break. The car skidded to a stop and the force of it threw the Winter Soldier off. His metal arm gripped into the pavement and stopped any real damage.

An armored vehicle came slamming into the back of the little black car. It pushed them forward to the Soldier. He flipped back on the roof and as they struggled to search for a gun, he shattered the windshield and ripped the steering wheel off of the dashboard.

Sam shouted, "Shit!" Nat found the gun and began shooting at the roof.

"Contact Cass!" She shouted to either of them. They needed to get out of there. The Winter Soldier jumped from their car to the armored vehicle as Sam called Cass.

Without the steering wheel the car veered from left to right. The vehicle rammed into them causing them to hit the wall on a bridge. The car began to flip.

"Hang on!" Steve screamed at both of them as he tucked his shield under him. He broke the car door and used it as a buffer. The car flipped wildly on the bridge as Steve, Natasha, and Sam skidded across the road on the car door. Sam rolled off of it, hitting the hard pavement. The armored car screeched to a stop.

The Winter Soldier jumped down and was a handed a grenade launcher. Steve pushed Nat out of the way and used his shield. The explosion sent him flying through the air and crashing into a bus. Another truck slammed into it and flipped it over. The Soldiers operatives began closing in on Natasha and Sam shooting in V formation. They split up and took cover. The Soldier shot another grenade at Natasha and she jumped off the bridge using a grapple she landed safely.

The Soldier and his men began shooting at the bus where Steve should have been. Natasha began shooting at him. He returned fire. Natasha ran off to try to lead them away.

"/I have her. Find him,/" the Winter Soldier commanded his men in russian. He jumped off of the bridge and landed on car. His men began to descend from the bridge as well when a shot rang through the air and a man hit the ground.

Cassandra had finally arrived. She aimed at another man as she got closer and shot. Some of the men had already made it down and began shooting at Steve again. Sam took out the last man on the bridge by sneaking up behind him and slicing his chest and kicking him off of the bridge.

He turned to Cass and said, "Decided to join the party, huh?"

"Brought you a present," she handed him the rifle. He began to shoot at the men on the ground.

"Go! We got this!" He yelled at Steve who had just retrieved his shield. Another explosion could be seen in the distance. Cass dropped down on one of the operatives and began fighting them in hand to hand combat. They weren't very well-trained so she took the ones she reached down with ease.

Civilians scattered and ran from the streets as the Winter Soldier walked through them. Natasha set up a trap for him. She recorded a message and played it back on a device behind a car while she waited for him to take the bait. He did and she sprung up and kicked the gun out of his hands and tried to choke him but he threw her off roughly. He picked up his gun again but before he had the chance to use it, she threw an EMP at his arm, temporarily disabling it. She ran off while she could warning people off the street. The Soldier shot her in the back and she went down.

Steve intervened and shielded himself from a hit. The metal arm clanged when it hit the vibranium hard. They got into a brawl that ended with the Winter Soldier getting ahold of the shield. He threw it at Steve, who dodged it, and the shield ended up embedded in a van. He produced a knife and attempted to stab Steve but he dodged every swipe. They fought with an even amount of force and continued to try to gain the upper hand.

Cass had left Sam who had no one left to shoot at. He ran to the destroyed car to search for his wings. She saw Steve being choked so she intervened and slammed into his back with her knee. He turned to look at her but Steve hit him again. They both just started throwing punches and blocking them until Steve hit a van. The Winter Soldier produced another knife from his person and tried to slam it into Steves skull but he blocked it with his arms. Cass tackled him down and Steve yanked the shield stuck in the van. The Soldier flipped her on her back and went to stab her, she let him to get a better shot at his ribs while his arm was raised. Steve pulled him off of her. He tried to elbow Steve with his arm but his shield blocked it. Steve hit him in the face and flipped him over.

His mask laid there on the ground as he got up. Cass noted that he hadn't aged a day since she last saw him. Steve's body language changed instantly. He was dumbstruck, his jaw hanging open and staring at the man. He knew this man. This was the man who he grew up with.

After a long suspended silence he said, "Bucky?" His question confirmed it. Not only did he know him, he knew the man by a name, a real name. His chest burst with a flurry of emotions and he didn't know which one to hang on to.

The man said, "Who the hell is Bucky?" All hope shattered in Steve when he heard those five words come from the most menacing version of his friend, his brother. Even more so when Bucky lifted a gun up to shoot him. Luckily, Sam had come to the rescue with his falcon wings and kicked the Winter Soldier hard enough to knock him down.

Natasha got a hold of the grenade launcher during the commotion and shot it at him while he wasn't so close to anyone. A few cars went up and flames and created a giant smoke cloud. Cass went into the smoke to find him.

Sirens started to wail and Strike team vehicles surrounded Steve, Natasha, and Sam. Men with guns at the ready started to swarm them screaming for them to get on the ground.

Brock Rumlow was one of them screaming, "Drop the shield, Cap! Get on your knees! Get down! Get down! Get on your knees! Now!" Steve did as he was told he put his hands in the air and let Rumlow kick him to his knees. There wasn't anything he could do. There was no way out. "Don't move," Rumlow told him. Another Strike team operative put a gun to Steves head. He was ready to shoot but Rumlow stopped him.

There was what appeared to be a news chopper in the air and they couldn't very well execute Captain America in the middle of the street. Rumlow said as much, "Put the gun down. Not here. Not here!" Sam and Nat were also apprehended by the Strike team. Steve was too stunned at the moment to do anything other than comply. They put them in the back of an armored truck with two guards.

Meanwhile, Cass was still chasing after the Winter Soldier. He had led her into another alley. He wasn't assigned to do anything to this woman, just the two level six targets. He didn't extend one iota of effort more than he needed to, to get the mission completed and the mission was always the sole objective. He waits for her to make the first move but it never came.

Instead she did something he wasn't expecting, she spoke softly to him, "You don't… remember him?" Cass already knew the answer to that.

"Who?" He barked at her. Her voice was so quiet and soft, he didn't understand why she was speaking to him.

She continued, "You don't remember me?" Two people in one day had insinuated that they knew him. A storm was brewing in his head. This didn't make any sense. Her brown eyes were so sincere, it confused him all the more.

He took a threatening step towards her and said, "How do you know me?" Had he botched a mission? Did everything he had done finally catch up to him? He had been so careful and precise. He needed to know how she had found him so he wouldn't make the same mistake again.

She cocked her head to the side, her raven hair was slipping out of its braids, and her thick eyebrows furrowed. She didn't know how to put it all into words and she wished she could explain it. She wanted so badly to help him. But all that she could say was, "You saved me."

Those were words that the Winter Soldier didn't understand. He felt anger surge through him. This woman was a liar and an accomplice to his targets. He went to attack her but she stopped him with what she said next.

"Scars on your shoulder… and thigh… I did that," she said to him. She wanted him to remember her but didn't know how to do it. It was true. He didn't take inventory on every little thing on his body, he wasn't told that he should. The reason he knew it was true was because she had stabbed him in a different alley while on this mission, and it was exactly next to another scar of the same variety there. He saw it when they stitched him up.

Cass was conflicted. She wanted to stay and say all the things she wanted to but she had a mission of her own involving Steve and Natasha. She stared at him and remembered his shaggy brown hair and scruff. The piercing blue eyes that stared back, it saddened her to leave him. She wanted to stay and answer every question he asked. Taking him with her wasn't an option, he was currently a threat to Steve and Natasha. She'd have to find another way.

"I- I have to go," she stammered. She looked at him one last time and said, "I'll find you." She turned and ran off. He ran after her but once he turned the corner she was already gone. He was unsettled. She didn't threaten him or try to take him down. She had only engaged him earlier to distract him from his targets. When they were alone she actually spoke to him and not at him. The way she said she'd find him… what would she do to him if she did? He just didn't understand and he couldn't understand. Something in him wanted to.

* * *

**AN:**_ I'm once again struggling. I'm not sure what direction to take the story in and I don't want to half-ass it so it'll take a while. Especially now because I'm looking for work and signing up for school. If anyone has suggestions I will gladly read them and see if I can incorporate it._


	8. Burning Eyes

**AN:**_ I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Burning Eyes**

"It was him," Steve said. They were all in the back of the truck wearing especially restricting cuffs with two armored guards. "He looked right at me. He didn't even know me." His emotions were still warring against each other.

Sam asked, "How's that even possible? It was like 70 years ago."

Steve didn't know for sure but he had guesses, "Zola. Bucky's whole unit was captured in '43, Zola experimented on him. Whatever he did helped Bucky survive the fall. They must have found him."

None of that's your fault, Steve," Natasha cut in.

Steve looked down saying, "Even when I had nothing, I had Bucky." Natasha leaned her head back and tried to ignore the pain from the shot at her left shoulder. Sam noticed the blood flowing freely down her brown coat.

"We need to get a doctor here. We don't put pressure on that wound, she's gonna bleed out-" Sam tried to help but the guard closest to him flashed a rod like taser at him. Unexpectedly, the guard turned the taser and the one other guard there and shocked him, then kicked him in the head effectively knocking him out.

The three prisoners stared completely stunned.

The guard grunted as she took her helmet off revealing that it was Agent Hill. "That thing was squeezing my brain," she stated about the helmet. "Who's this guy?" She looked at Sam and then at Steve. She didn't see Cass at all when they had apprehended them and panic set in, "Where's Cass?" She needed to know. She wasn't in the truck with them.

Steve answered, "This is Sam Wilson and Cass disappeared when the Strike team got to us."

Maria sighed in relief, "She's probably not too far behind then."

Cass was in another borrowed vehicle following the armored truck. It was a blacked out van that came in handy when she had three fugitives quickly stuffed into it. Cass let Maria take the wheel so she could take them to the hideout. Maria smiled at her but their reunion could wait.

She drove to a dam near the Potomac river. Steve got out first and then he helped Natasha out. Maria led them to a gate leading inside. The halls had dim overhead lights and a man with glasses came running towards them waving his hand.

"GSW. She's lost at least a pint," Maria yelled at the man.

"Maybe two," Sam corrected.

He was a doctor. He could help Natasha. He said, "Let me take her."

"She'll want to see him first," Maria said. Steve and Natasha looked at each other for a second, confused at who Maria was talking about. They soon figured it out when she pulled a curtain aside and revealed Nick Fury who had been recovering in the dam this entire time. He was on a hospital bed leaning forward.

All he had to say for himself was, "About damn time."

Cass went through and laid a hand on Fury's. She beamed at him and he turned his and over and squeezed her hand. She sat down on the bed next to him letting her legs dangle off the edge, careful not to disturb him or any of the tubes connecting him to the machines. The doctor sat Natasha down and began to work on her shoulder. Steve was still staring at Nick but went to stand next to her. Sam leaned against a counter and Maria stood next to Fury's bed.

"Lacerated spinal column, cracked sternum, shattered collar-bone, perforated liver, and one hell of a headache," Nick slowly listed off the injuries he had sustained from the car crash and the bullet that had got to him.

The doctor reminded him, "Don't forget your collapsed lung."

"Let's not forget that. Otherwise, I'm good," he assured them.

Natasha tried to make sense of it all. "They cut you open, your heart stopped," she said.

"Tetrodotoxin B. Slows the pulse to one beat a minute. Banner developed it for stress, didn't work so great for him but we found a use for it," he explained.

"Why all the secrecy? Why not just tell us?" Steve had to ask.

"The attempt on the directors life had to be successful," Maria answered that for him.

He said, "Can't kill ya if you're already dead… besides, I wasn't sure who to trust." He momentarily looked at Natasha who looked a little hurt at what he was implying. She then looked at Cass, who didn't look too surprised at Fury's sudden resurrection.

"You knew?" She asked her. Cass had the decency to look at her apologetically.

Cass spoke quietly, "I was told to… keep an eye on you both." She looked between Steve and Natasha. They had to understand the complexity of the situation.

* * *

Under a bank in Washington, Hydra had set up camp. Doctors and engineers fluttered around the Asset while he sat back shirtless in the reclining seat that was part of a bigger machine and hooked up to screens and computers. They fixed any damage done to his bionic arm.

He started to get flashes of what had happened to him. A voice calling him by a name he didn't recognize. The sound of a train. Falling. Impact on a cold and unforgiving surface. Being dragged in the snow. A procedure. Agony. An enveloping cold.

He broke. He shoved the man hunched over his arm with all his might. He went flying across the room. Everyone scampered away from him and the men with guns pointed them at him.

More flashes came to him. A gentle hand holding his arm. Long dark hair. A man holding a whip. Endless screaming. It wasn't him that was in agony. Pools of blood. A girl dead in his arms. Explosions.

He tried to navigate through the haze but it was as if every time he almost grasped something it was torn away from his reach.

Pierce came in through the gate door and said, "Mission report." His request fell on unheeding ears. Staring blankly at nothing, the Asset seemed to be lost in thought which just wouldn't do. "Mission report, now," Pierce commanded loudly.

The Asset continued to be unresponsive. Pierce had no time to deal with this. He backhanded the Asset hard across the face.

The Asset finally looked at Pierce, confused. He said unsure, "The man on the bridge… Who was he?"

"You met him earlier this week on another assignment," Pierce tried to explain it away. He was still trying to remember but didn't exactly know how. He wasn't equipped to build the familiar connection but he still tried, wanting to know so badly.

He tried to convince Pierce, looking right at him he said, "I knew him." He nodded to get his point across. Usually, they believed every word of his mission reports but now, everything felt out-of-place and faltering. Pierce moved a chair and sat down directly in front of the Asset. Pierce saw that his brow was wrinkled with confusion, the look of a lost child, a look that Pierce had never seen on the Assets face. He decided to approach this manner with caution.

"Your work has been a gift to mankind. You shaped the century," he said calmly. The Asset looked at him from under his lashes. "And I need you to do it one more time. Society's at a tipping point between order and chaos and tomorrow morning we're going to give it a push… But you don't do your part, I can't do mine. And Hydra can't give the world the freedom it deserves." His words were slowly seeping into the Assets mind and Pierce thought it had worked until he heard what he said next.

"But I knew him," the Assets revelation was unexpected, it was impossible. It was not just a casual expression of familiarity. Its never happened before. Because he doesn't know anyone. He has not recognized a single human face since he became the Winter Soldier. Not one. Except for the man on the bridge and the woman with the dark hair. "And the woman."

"What woman?" Pierce was sure he hadn't dealt with Romanoff before.

"She has dark hair," the Asset squeezed his eyes shut. It wasn't her only defining feature but in the hazy flashes it always swirled around her.

Pierce sighed and went to stand up. He couldn't think of anyone wi- It struck him. Nick Fury's lap dog. He didn't know how the Asset knew her but he couldn't have him compromised.

"Prep him," he commanded the people around him.

"He's been out of cryofreeze too long," one of the scientists told him.

There was only one other alternative. Pierce said, "Then wipe him and start over." The Assets face fell and crumpled. He wanted to remember, he didn't want them to take this away from him. But he lets them push him back into the seat. He lets them put the mouth guard in. He lets the machine secure his arms. He breathed deeply in anticipation of the pain to come. He heard the machine whirr and the crackle of electric pulses that would scrub his mind clean. The panel came down and clamped around his head. That's when the screaming started. The excruciating pain of it was intense and caused him to go rigid. He tried to think of something that would distract him from the pain. Nothing he thought of took away any of his suffering but the smallest piece of him thought of the woman who had promised to find him.

* * *

Fury had felt well enough to put on his usual choice of clothing. Black and militaristic. He was sat at a table with a picture of Alexander Pierce. Everyone was seated around him. Maria on his right, Cass on his left, Natasha on the side, Steve and Sam were both standing up.

"This man declined the Nobel Peace Prize. He said peace wasn't an achievement, it was a responsibility," he said, "See, it's stuff like this that gives me trust issues."

"We have to stop the launch," Natasha said strongly.

Fury stated, "I don't think the council is accepting my calls at the moment." He lifted the lid off a case and showed them his contingency plan.

"What's that?" Sam asked what everyone was thinking.

Maria elaborated, "Once the helicarriers reach 3,000 feet, they'll triangulate with Insight satellites becoming fully weaponized." She turned a screen to them and showed them some of the prints.

"We need to breach those carriers and replace their targeting blades with our own," Nick explained the plan.

"One or two won't cut it, we need to link all three carriers for this to work because if even one of those ships remains operational, a whole lotta people are going to die," Maria finished explaining. They were like a hive mind.

Fury continued, "We have to assume everyone aboard those carriers is Hydra, we need to get past them, insert these server blades, and maybe, just maybe we can salvage what's le-"

"We're not salvaging anything," Steve interrupted, "We're not just taking down the carriers, we're taking down Shield."

Nick bristled, "Shield had nothing to do-"

"You gave me this mission, this is how it ends," Steve cut in again, "Shields been compromised, you said so yourself. Hydra grew right under your nose and nobody noticed."

"Why do you think we're meeting in this cave? I noticed," Nick retorted.

Steve replied, "How many paid the price before you did?"

"Look, I didn't know about Barnes," Nick tried to seem apologetic but it didn't exactly fool anyone.

"Even if you had, would you have told me? Or would you compartmentalized that to?" Steve genuinely wanted to know. "Shield, Hydra, it all goes."

Maria gave her input, "He's right." She nodded at him. Nick looked to everyone in the room. Natasha also seemed to agree with Steve. Cass too.

"Don't look at me, I do what he does, just slower," Sam said.

"Well…" Fury leaned back in his seat and said, "Looks like you're giving the orders now, Captain."

* * *

**AN:**_ I'm very seriously considering a lot of crossovers… I'll be waiting for Avengers 2 to come out though. Finishing this is my priority so those have to wait. I don't know if anyone cares but I've been heavily obsessing over Fargo and going to write a fic. I'm going to be upset when it ends next week!_


	9. Broken City Sky

**AN:** _I do not own any recognizable characters or settings. Spoilers for Captain America: The Winter Soldier._

* * *

**Broken City Sky**

"Nick…" Cassandra spoke hesitantly. He and Maria both looked at her. "I'll miss you." This was her chance to say goodbye. She knew what the destruction to come meant. She could die. He could die. Any one of them could be hurt. Even if she didn't, Nick would still have to go into hiding afterwards and work to repair the damage. She couldn't go with him. She hoped he would understand. And he did.

He grabbed her hand and squeezed it saying, "Do what you think you have to." He understood her need to find a sense of personhood and she couldn't do that by following him around. Maria got up and hugged her. Cass wrapped her arms tightly around her.

"Be safe," Maria whispered in her ear. Cass let go of her to go find Steve who had wandered off. She was also sure that Natasha would want a to speak with Nick so she left.

Steve was up on the walkway above ground, overlooking the Potomac river. They were hidden by greenery and tall trees. It seemed so calm.

She interrupted his thoughts, "I told him… I'd find him." Steve turned and saw that Cass had snuck up on him again. There was only one person she could have been talking about.

"Why?" He asked. He was curious in her interest.

She took a minute to gather her thoughts and said quietly, "I know what it's like… to be raised a weapon… to be used."

Steve was a little surprised by the confession. "You want to help him," he stated more than asked.

She seemed to shrink into herself making her seem smaller than she already was. Next to Steve she looked like a child, all wide-eyed and shy postures.

"I knew him," she said. That sent a new wave of shock through him. Before he could throw a barrage of questions her way, Sam came up on the walkway.

"He's gonna be there, ya know," He said as he neared them.

"I know," Steve answered.

"Whoever he used to be, the guy he is now, I don't think he's the kind you save, he's the kind you stop," Sam tried to put it gently but he wanted to be firm. They couldn't let Hydra win. It needed to be stopped.

"I don't know if I could do that," Steve admitted.

Sam tried to reason with him, "Well, he might not give you a choice… He doesn't know you." Steve bristled a bit.

"He will," Steve sounded so sure of himself. He was just someone born certain. "Gear up, it's time."

"You gonna wear that?" Sam asked him. Steve without his suit in the midst of saving the world was just such a weird thought.

He replied, "No. If you're gonna fight a war, you gotta wear a uniform." With that, he headed back down to presumably change his outfit.

"And you, what are you gonna try?" He turned his attention to Cass.

She smiled kindly at him and said, "…Trying implies that I have a chance to fail." He smiled back. He liked Cass, really he did, and he'd known Captain America, the Black Widow, and Cassandra for all of a few days, but they were his friends. There was more to family than appearance. They all knew that.

Steve had somehow gotten his hands on his old uniform from back in the '40's. Agent Hill had her standard Shield catsuit on and so did Cass only hers was black and not Maria's dark navy. Sam had his civilian clothes on but the giant pack strapped on to his person distracted from that. Natasha had left earlier to acquire her disguise to get into the Triskelion.

The dam where they were hiding out was close to the Triskelion so they trekked their way through the greenery of Washington along the Potomac. Natasha should have infiltrated the Triskelion by now. She was in a hi-tech disguise as the World Security Council's only female member. She would release all of Shields and Hydras files, secrets, and cover-ups on the internet for the world to see them as they really are.

They'd made it to their infiltration point without any problems so far. Maria did something to a satellite dish causing a man to come to open the door. He stopped in his tracks when he saw that it was Captain America and team.

"Excuse us," Steve told him. The man lifted his hands in the air and moved aside letting them enter. They told everyone to leave the room and they did, no questions asked.

Steve took a hold of a microphone and Maria had patched through every intercom in the building. "Attention all Shield agents, this is Steve Rogers. You've heard a lot about me in the last few days, some of you were even ordered to hunt me down. But I think it's time you know the truth. Shield is not what we thought it was," Steve claimed. He continued, "It's been taken over by Hydra. Alexander Pierce is their leader. The Strike and Insight crew are Hydra as well. I don't know how many more but I know they're in the building. They could be standing right next to you. They almost have what they want. Absolute control."

"They shot Nick Fury. And it won't end there. If you launch those helicarriers today, Hydra will be able to kill anyone that stands in their way," Steve assured everyone. "Unless we stop them. I know I'm asking a lot. The price of freedom is high, always has been, but it's a price I'm willing to pay. And if I'm the only one then so be it. But I'm willing to bet I'm not," he urged everyone.

"Did you right that down first or was that off the top of your head?" Sam asked him, smiling. Sam, Steve, and Cass made their way out and began running to the helicarriers.

Soon after Steve's speech a beeping noise came over the computer.

"Their initiating launch," Maria warned them over the comm. They were getting closer to the launch site.

As they ran Sam asked, "Hey Cap, how do we know the good guys from the bad guys?"

"If they're shooting at you they're bad," Steve clarified. Sam spread his arms and the wings sprouted out from his pack. He grabbed Cass from under her arms and lifted her while Steve jumped onto a carrier below. Sam dropped Cass on a group of men on a carrier where they began to shoot at him.

Sam exclaimed, "Woah! Cap! I found those bad guys you were talking about!" Cass started to disarm men and taking the cannons offline.

"You guys okay?" He asked.

"Not dead yet," Sam replied as he dodged more shots at him.

Maria came over the comm, "Falcon, status?"

"Engaging!" He replied shortly. More shots were taken at him and Cass was almost through with taking out the men on the surface. Falcon activated his pack and a set of rifles made their way into his hands. He took out the two remaining men.

"Alright, Cap, we're in," he notified him. As soon as he said it a plane came overhead targeting him.

"Shit! Cass, the targeting blade!" He threw the device at Cass who caught it and ran toward the entrance to the carrier. Falcon led the plane away and engaged it.

Steve was fighting his way through several men when he heard Maria over the comm, "8 minutes, Cap."

"Working on it," Steve said over his comm as he entered the carrier.

He made his way through and found where the targeting blades were. He switched one out and replaced it with one of theirs.

"Alpha locked," Steve confirmed the transaction.

"Falcon, Cass, where are you now?" Agent Hill asked.

"Had to take a detour!" Falcon yelled as the plane gained on him. He effectively dodged the seekers and had one hit the hub of the carrier. The impact shook Cass as she made it in. Falcon flew in and landed on the walkway behind Cass.

"Bravo locked," Cass said into her comm as she switched in the targeting blades. Falcon picked her up again and flew out through the hole he just made.

"Two down, one to go," Maria spoke over the comm. Explosions could be heard below on the ground. Something was happening.

"Charlie carrier is 45 degrees off the port bow… 6 minutes," Maria informed them.

Steve said, "Hey Sam, gonna need a ride!" He was running from a few Hydra operatives. Sam dropped Cass on the last helicarrier and went for Steve.

"Roger. Let me know when you're ready!" He replied.

Steve yelled "I just did!" He jumped off of the carrier while men onboard were throwing grenades at him. Sam dove for him and caught him by the arm. He landed on the last carrier with Steve.

"Ya know, you're a lot heavier than you look," Sam criticized.

Steve defended himself, "I had a big breakfast." They walked forward. Most of the men were already taken down by Cass it seemed.

The Winter Soldier appeared and roughly shoved Steve right off the edge of the helicarrier. Steve caught on to something to keep him from falling.

"Steve!" Sam yelled and spread his wings to go help him. The Soldier grabbed him by a wing and threw him back. Sam deployed his guns and began to shoot but was evaded. He went to try for Steve again but was thwarted when a grapple latched onto his wing. The Winter Soldier pulled him towards him, yanking the tether. It tore one of the wings off. The Soldier ran towards him and kicked him off too. Sam went spiraling through the air, unable to fly anymore he pulled the string for the chute to come out.

As soon as he safely landed he spoke into the comm, "Cap? Cap! Come in, are you okay?"

"Yeah, I'm here!" Steve said as he dangled off the edge of the carrier. "I'm still on the helicarrier. Where are you?"

"I'm grounded. The suits down. Sorry, Cap," Sam told him reluctantly.

Steve reassured him, "Don't worry I got it! Cass, where are you?" No reply came over the comm. "Cass!" Nothing but radio silence. He ran towards the blade station hoping she'd be there waiting and prepped.

Maria felt worried but she had to press on. "Falcon?" She had footage of Rumlow going towards the Council. After he replied she said, "Rumlow's headed for the council."

"I'm on it," he told her. Natasha needed more time. Pierce had killed the other three council members and was holding her hostage. Eventually, Fury shot Pierce and made their escape to the chopper Fury had brought. Pierce was left to die in a pool of his own blood.

Steve ran on the walkway to the blade station. What he was met with was Bucky standing over Cass' body. Her chest was still rising and falling slowly, he had gotten there just in time. The remnants of a strange smell hung in the air. He had gassed her.

"People are gonna die, Buck," he tried to reason with him. "I can't let that happen." He got nothing but a blank stare in return. "Please don't make me do this," he pleaded to him. The hard stare didn't change so he threw his shield at him.

Bucky deflected it with his arm and shot at Steve but his shield had already made it back to him. He kept trying to get a clean shot but Steve blocked every one. One finally slid through his abdomen, barely grazing him. Steve reacted and bashed him with the shield. The gun had slipped out of his hand and fell below the walkway. He resorted to using a dagger. Again, he tried to swipe at him but Steve dodged the knife every time. Steve shoved him down.

They were equally matched. Steve knew in the back of his head that this might end in mutually assured destruction. He turned to put the code in to bring up the blades but Bucky reached him and engaged him. The sound of his arm hitting Steve's shield echoed through the bowl like structure of the blade station. The knife was lost somewhere in the fight and they began throwing punches.

Revitalized with anger and frustration Bucky screamed and tackled Steve off the walkway causing both of them to fall. Steve lost the shield and the blade as they fell on a lower level. They fought again while Steve tried to grab the blade on a curved structure. Steve had gotten to the blade but lost it again as Bucky kicked him. Steve kicked him down to the lower level with glass panels and jumped down too. He ran towards the blade but got knocked down by his own shield. Bucky had found his gun and started shooting again. Steve shielded himself and when he had the opening he threw it at Bucky who deflected it again. Flipping out another knife, he charged at Steve. He was able to stab him in the shoulder. Steve screamed. He head butted him and Bucky went down but he grabbed the targeting blade while he was on the floor.

Steve picked him up by the neck and flipped him on the ground hard. He put him in an arm lock trying to force him to let go of the blade. "Drop it!" He told him. "Drop it!" He wouldn't let go of it so Steve pulled on his arm causing something in it to pop. The Winter Soldier screamed but he still didn't let go of it. Steve then put him in a chokehold that he tried to get out of but Steve pinned his arm down with his leg. He passed out letting go of the blade. Steve scrambled to find a way to get back up on the walkway.

"One minute," Maria reminded Steve. In one minute millions of lives could be lost. Steve found a way onto the second level when he was shot in the leg. The Winter Soldier had woken up. Steve ignored the wound and began to climb upwards. The next shot missed.

"30 seconds, Cap," Maria tried rushing him.

He took the targeting blade out and just as he was about to put it in, he was shot again. This time in a more vital area.

* * *

**AN:** _I'm sorry for not updating as often! I've been busy and this is getting harder and harder to write._ _To anyone who didn't know (I stupidly assumed everyone did), the story and chapter titles are from the song Skylines and Turnstiles by My Chemical Romance. To anyone who cares, I used their first album as inspiration and also TDKR original soundtrack, and every Bioshock soundtrack. It helped a lot in my opinion, especially Bioshock. Thanks for reading!_


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